SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
Commission file number: 0-22684
SHOFFNER INDUSTRIES, LLC 401(k) PLAN
5631 SOUTH NC HIGHWAY 62
BURLINGTON, NC 27215
(Full title of the plan and the address of the plan, if different
from that of issuer named below)
UNIVERSAL FOREST PRODUCTS, INC.
2801 EAST BELTLINE NE
GRAND RAPIDS, MI 49525-9736
(Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office)
Page 1 of 13
TABLE OF CONTENTS
Page No.
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I. Report of Independent Auditors and
Independent Auditors' Report. 3-4
II. Financial Statements for the Years Ended December 31, 2001
and December 31, 2000:
(a) Statements of Net Assets Available for Benefits. 5
(b) Statements of Changes in Net Assets Available
for Benefits. 6
(c) Notes to Financial Statements. 7-11
III. Supplemental Schedule:
(a) Schedule of Assets (Held at End of Year). 12
IV. Exhibits: None.
2
Report of Independent Auditors
Plan Administrator
Shoffner Industries, LLC 401(k) Plan
We have audited the accompanying statement of net assets available for benefits
of Shoffner Industries, LLC 401(k) Plan as of December 31, 2001 and the related
statement of changes in net assets available for benefits for the year then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2001 and the changes in its net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2001, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
June 12, 2002
3
INDEPENDENT AUDITORS' REPORT
Advisory Committee
Shoffner Industries, LLC 401(k) Plan
Burlington, North Carolina
We have audited the accompanying statement of net assets available for benefits
of Shoffner Industries, LLC 401(k) Plan (the "Plan") as of December 31, 2000 and
the related statement of changes in net assets available for benefits for the
year then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Shoffner Industries, LLC
401(k) Plan as of December 31, 2000, and the changes in net assets available for
benefits for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
May 11, 2001
4
Shoffner Industries, LLC 401(k) Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2001 2000
------------------------------
ASSETS
Investments, at fair value $12,239,275 $11,836,319
Loans receivable 512,798 438,749
-----------------------------
12,752,073 12,275,068
Contributions receivable:
Employer 7,683 7,095
Participant 18,141 21,182
-----------------------------
Net Assets available for benefits $12,777,897 $12,303,345
=============================
See accompanying notes to financial statements.
5
Shoffner Industries, LLC 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
2001 2000
----------------------------
ADDITIONS
Participant contributions $ 1,404,304 $ 1,341,201
Employer contributions 538,143 500,703
Interest income 43,955 37,839
Dividends income 94,252 864,157
Transfers from another qualified plan 143,575
----------------------------
2,224,229 2,743,900
DEDUCTIONS
Distributions to participants 855,771 1,010,930
Administrative expenses 37,288 4,414
----------------------------
893,059 1,015,344
Net realized and unrealized depreciation in
fair value of investments (856,618) (1,599,021)
----------------------------
Net additions 474,552 129,535
Net assets available for benefits at beginning of year 12,303,345 12,173,810
----------------------------
Net assets available for benefits at end of year $ 12,777,897 $ 12,303,345
============================
See accompanying notes to financial statements.
6
Shoffner Industries, LLC 401(k) Plan
Notes to Financial Statements
December 31, 2001 and 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Shoffner Industries, LLC 401(k) Plan (the Plan) utilizes the accrual basis
of accounting.
USE OF ESTIMATES
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect reported amounts. Although actual results could
differ from these estimates, management believes estimated amounts recorded are
reasonable and appropriate.
INVESTMENTS
Investments are stated at fair value. Fair values of the investments are based
on quoted market prices as of the end of the year. Investment income from mutual
funds is recognized as earned. Investment securities, in general, are exposed to
various risks, such as interest rate, credit and overall market volatility. Due
to the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect the amount
reported in the statement of net assets available for benefits.
The change in the difference between fair value and the cost of investments held
is combined with realized gains and losses on sales of investments and is
reported in the statements of changes in net assets available for benefits as
net realized and unrealized appreciation or depreciation in the fair value of
investments. Realized gains and losses on sales of investments represent the
difference between the proceeds received and the original cost of investments
sold.
ADMINISTRATIVE EXPENSES
Administrative expenses are deducted from individual participant account
earnings prior to allocation to the participant accounts. Loan fees are paid
directly out of participant accounts.
7
Shoffner Industries, LLC 401(k) Plan
Notes to Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
TRANSFERS FROM ANOTHER QUALIFIED PLAN
Certain participants transferred their account balances from the Universal
Forest Products, Inc. Employees' Profit Sharing and 401(k) Retirement Plan to
the Plan. Universal Forest Products Shoffner LLC (the Company) is part of the
Universal Forest Products, Inc. controlled group, therefore, the transaction was
accounted for as a transfer rather than a contribution.
RECLASSIFICATION
Certain amounts reported in 2000 have been reclassified to conform with the
presentation used in 2001.
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement, as amended, for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan that provides tax-deferred benefits for
all eligible employees of the Company. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
PARTICIPATION
Eligible participants consist of all employees of the Company who are 20 years
or older and have completed 1,000 hours of employment during the 12-month period
following date of employment or, where additional periods are necessary, during
a plan year beginning January 1.
8
Shoffner Industries, LLC 401(k) Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS
Participants may voluntarily contribute up to 15% of compensation to the Plan on
a pretax basis, up to limits imposed by the Internal Revenue Service (IRS).
Participant contributions vest immediately.
The Company matches 50% of participant contributions up to the first 6% of the
participant's compensation. Additional employer contributions are determined
solely at the discretion of the Company and are allocated to participants in the
same ratio that each participant's compensation for the plan year bears to the
total compensation of all participants for the plan year. Forfeited non-vested
amounts are used to reduce future contributions of the Company.
Employer contributions are subject to a seven-year vesting schedule as follows:
YEARS OF SERVICE VESTING PERCENTAGE
---------------- ------------------
Less than 3 0%
3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
PAYMENT OF BENEFITS
The vested portion of terminated and retired participants' accounts are normally
distributed immediately following a separation from service. As of December 31,
2000 net assets available for benefits includes liabilities for benefits to be
distributed in the succeeding fiscal year to terminated and retired participants
of $32,567. No amounts were payable at December 31, 2001.
9
Shoffner Industries, LLC 401(k) Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS
Participants may borrow from their account an amount of $1,000 up to a maximum
equal to the lesser of $50,000 or 50% of their vested account balance. Loan
transactions are a general investment of the Plan. Loan terms may be as long as
5 years or up to 10 years for the purchase of primary residence, and the loans
bear interest at a rate equal to the prime rate (4.75% at December 31, 2001)
plus 1% calculated on a quarterly basis. A participant may only have one loan
outstanding at any time.
INVESTMENT OPTIONS
Participants may select from various investment options made available by the
Plan. On a daily basis, the trustee allocates the net investment income or loss
attributable to each investment fund to the individual participant accounts in
proportion to the total participant account balances.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and terminate the
Plan subject to the provisions of ERISA. In the event of the Plan's termination,
participants will become fully vested in their accounts.
10
Shoffner Industries, LLC 401(k) Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
The Plan's investments (including investments purchased, sold and held during
the year) appreciated (depreciated) in fair value as follows:
YEAR ENDED DECEMBER 31
2001 2000
---------------------------
Mutual funds $ (899,983) $(1,583,055)
Common stock 43,365 (15,966)
---------------------------
$ (856,618) $(1,599,021)
===========================
The fair values of individual investments that represent 5% or more of the
Plan's net assets are as follows:
2001 2000
--------------------------
Stable Investment Fund $ 5,154,095 $ 3,396,165
Enhanced Stock Market Fund 802,926 907,250
Evergreen Stock Selector Fund 2,104,612 2,913,492
Invesco Total Return Fund 1,414,369 1,544,280
Janus Advisor Worldwide Fund 1,118,123 1,404,381
Warburg Pincus Emerging Growth Fund 664,217
4. INCOME TAX STATUS
The Plan has received an opinion letter from the Internal Revenue Service dated
October 21, 1994, stating that the Plan and related trust were designed in
accordance with the applicable regulations of the Internal Revenue Code (the
Code). The Plan has been amended since receiving the determination letter;
however, the Company and the plan administrator believe that the Plan is
currently designed and operated in compliance with the applicable requirements
of the Code and the Plan and related trust continue to be tax-exempt.
11
EIN: 56-2112240
Plan#001
Shoffner Industries, LLC 401(k) Plan
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2001
IDENTITY OF ISSUE, BORROWER, LESSOR DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE,
OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE FAIR VALUE
----------------------------------------------------------------------------------------------------------------------------
Mutual Funds:
First Union National Bank* Stable Investment Fund $ 5,154,095
Enhanced Stock Market Fund 802,926
Evergreen Short Duration Fund 425,847
Credit Suisse Emerging Growth Fund 423,666
Evergreen Stock Selector Fund 2,104,612
Fidelity Advisor Growth Opportunities Fund 305,086
Franklin Growth Fund 311,373
Invesco Total Return Fund 1,414,369
Janus Advisor Worldwide Fund 1,118,123
Franklin Templeton Foreign Fund 75,981
Common Stock:
Universal Forest Products, Inc.* 11,940 shares 103,197
-----------
12,239,275
Participant Loans Receivable* $1,000-$50,000 principal amount, interest at rates ranging from
5.75% to 10% due at various dates through December 31, 2006 512,798
-----------
$12,752,073
===========
*Represents party-in-interest
There were no assets reportable as acquired and disposed of during the year.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Universal
Forest Products Shoffner LLC, as Plan Administrator, has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
Shoffner Industries, LLC 401(k) Plan
Date: June 28, 2002 /s/ Matthew J. Missad
---------------------------------------
Matthew J. Missad, Secretary
Universal Forest Products Shoffner LLC,
Plan Administrator
13